QUEBEC APPENDIX (ANIMATION SECTION)

As the Act respecting the professional status and conditions of engagement of performing, recording and films artists, L.Q. c. S-32.1, (hereafter "the Act") requires modifications, deletions and additions to the terms and conditions of the IPA, the present Appendix is applicable to producers who are members of APFTQ and, as the case may be, to any producer who would be included in any recognition granted to the APFTQ by the Commission de reconnaissance des associations d'artistes et des associations de producteurs (hereafter the "Commission").

Recognition and Scope of the Animation Section and General ProvisionsAs the Act requires certain modifications to the terms and conditions of Article 1 of the Animation Section, the following provisions shall apply in lieu of Articles 101, 104, 105, 106, 109 and 110 of the Animation Section:

101

As per one of the Recognitions granted by the Commission on June 15th, 1995, which came into force on July 3, 1995, the Writers Guild of Canada's ("the Guild") exclusive jurisdiction in the province of Quebec pertains to all "auteurs de textes dans le domaine du film de langue autre que franГaise dans la province de QuИbec qui offrent leurs services moyennant rИmunИration."

Thus, the APFTQ and the producer recognize the Guild as the sole and exclusive agent for all writers included in such Recognition.

This Animation Section shall not apply to a person writing the lyrics of a feature film or of a television production when such a person is not contracted as the writer of that feature film or that television production.

Nothing in the present Appendix shall be interpreted as limiting any exclusive recognition granted to the Guild by the Commission. Without limiting the generality of the foregoing, the Guild may continue to negotiate minimum working conditions or the application of the Animation Section with any producer not represented by the APFTQ.

It is understood that for the moment the APFTQ binds only its regular and trainee members to the provisions of the Animation Section. Permittee members are bound only for the production for which they have joined the APFTQ.

When, and if, the APFTQ is recognized under the Status of the Artist Act, this Animation Section will also bind all producers in Quebec included in the field of activity established by the Commission.

Regardless of the field of activity included in the eventual recognition of the APFTQ, if any, the APFTQ always binds, to the entire provisions of this Animation Section, its regular and trainee members. Permittee members are bound only for the production for which they have joined the APFTQ.

However, if any other group agreement is concluded between the Guild and another group of producers for a type of production covered by the IPA (e.g. industrial programs, videoclips, Digital Production, etc.) this Animation Section will cease to be applicable to members of the APFTQ for that type of production on the day the other group agreement comes into force.

104

Subject to the provisions of Article 1 and the present Appendix, this Animation Section shall apply to all Animation Writers and Animation Story Editors contracted by any Producer who is bound to this Section. Nothing in this Animation Section shall prevent a Producer from freely obtaining the services of an Animation Writer or Animation Story Editor who may not be a member of the Guild in which case, s/he will be treated as a non-member under the terms of this Animation Section. The rates, terms and conditions for such Animation Writer or Animation Story Editor shall not be less than those provided in this Animation Section.

105

Writer / Regular Employee Provisions

A Writer who regularly binds himself to one or several producers by way of engagement contracts pertaining to specified writing services is deemed to be a Writer covered by the Animation Section and not to be a Regular Employee.

A Regular Employee, who is not an artist under the Status of the Artists Act, is an individual hired under an employment contract (verbal or written) for an indefinite period on a permanent basis and for whom deductions under Income Tax laws are duly made. A Regular Employee whose duties include writing and who is regularly engaged in creative aspects of production is not covered by this Animation Section.

Where a Regular Employee(s) and a Writer(s) are working on the same Script Material, it is agreed that the Producer will contract the Writer(s) for the applicable Script Material as provided in Article 3 of the Animation Section. In any case where the Producer claims the Regular Employee and the Writer are working as a Team on Script Material, the agreement of the parties and the Guild will be sought prior to engagement and such agreement shall not be unreasonably withheld.

In any case in which a Regular Employee of a Producer who is not the sole Writer claims or is accorded writing credit, the Producer shall automatically notify the Guild and an arbitration shall follow under the rules of 1025 to 1037. Only Regular Employees as defined above and Writers contracted under this Animation Section or a guild agreement negotiated by a member of the International Affiliation of Writers Guilds ("IAWG") shall be eligible to receive writing credit on a Production.

106

Not applicable.

109

The terms of this Animation Section are minimum terms. Nothing herein contained shall prevent any Animation Writer or Animation Story Editor from negotiating and contracting with any Producer for better terms and conditions for the benefit of such Animation Writer or Animation Story Editor than are here provided.

110

The regular, trainee and permittee members of the APFTQ shall not be required to sign any letter of adherence or Voluntary Agreement Agreement (as per Schedule 1 of the Animation Section). The Guild agrees not to permit a producer who is not a member of the APFTQ from availing itself of this Agreement unless such producer signs a Voluntary Recognition Agreement as provided in Schedule 1 of the Animation Section and unless such producer remits the applicable administration fees provided in Article 401.

Translating Material Created in Any Language Other Than English

The provisions of this Article are newly introduced in the 2006-2008 Animation Section and it is understood that they have been agreed for the term of the Animation Section. Nothing in this Article shall be interpreted as a limitation or a renunciation by the Guild to any exclusive recognition granted to the Guild under the Act.

When a Writer is engaged to translate existing script material into Script Material (as defined in the Animation Section) from any language other than English into any language other than French without changing the dramatic structure, characters, tone or geographic location, the following terms shall apply:

The Script Fee shall be negotiable between the Writer of the translation and the Producer.

The Writer of the translation shall not be entitled to any Production Fee or Distribution Royalty.

The Script Fee shall be allocated and paid as follows:

on signing of the contract: 25%

on delivery of the Script Material: 75%

Article 10 of the Animation Section shall apply to the Writer of the translation with the following changes:

Each Writer contributing to the translation of existing script material into on-screen Script Material as set forth above shall be entitled to the credit "TRANSLATED BY...".

Writers of translations shall not be counted towards the maximum number of Writers set forth in the section LIMITATION OF NUMBER OF WRITERS.

Position and size of the credit shall be set out in the Writer's contract.

Producer shall not be obligated to accord Writer credit in advertising or publicity.

Nothing in this Article shall be interpreted as precluding the Writer of the translation from receiving appropriate writing credits as set out in Article 10 of the Animation Section when providing other writing services.

In the event of a difficulty of interpretation or application of the present translation provisions, the Producer, the APFTQ and the Guild agree to negotiate in good faith the terms and conditions of a mutually agreeable settlement.

Subject to the provisions of the Act, Appendix A (the Negotiation Protocol) shall apply in Quebec.

Unless otherwise expressly provided for, in the case of a conflict between the present Appendix and the Animation Section (including all Schedules), the present Appendix shall prevail.

In the case of a conflict between the Animation Section, including the present Appendix, and the Act, the said Act shall prevail.

REGULAR EMPLOYEE STATUS PROCEDURE

WHEREAS, by virtue of Article 105 of the Quebec Appendix (Animation Section) above, Quebec Producers' Regular Employees are not covered by the Animation Section;

WHEREAS the parties desire to establish a procedure to recognize Regular Employee status for a writer;

THE PARTIES HEREBY AGREE TO THE FOLLOWING:

When a Producer covered by the Animation Section wishes to hire a person as a Regular Employee who will write Script Material in the course of his or her employment, and claims that this employee is not an artist within the meaning of the Act, the Producer shall respect the following procedure:

1.1

Within forty-five (45) business days of hiring the employee, or for persons already employed by the Producer, sixty (60) business days following the day this agreement becomes effective for the Producer, the Producer shall send to the Guild document(s) establishing that said person is one of its regular employees;

1.2

In order that the Guild may determine the individual's Regular Employee status, the documents provided pursuant to Article 1.1 above shall contain information on the nature of the work to be performed, the remuneration and the Producer's degree of control over the employee.

Within thirty (30) days of receipt of the documents in Article 1.1, the Guild shall notify the Producer of its refusal to recognize the Regular Employee status. If there is no notification of refusal, Regular Employee status is thus recognized by the Guild. If the Producer is notified of refusal by the Guild within the above timelines, the matter will be referred to a Joint Standing Committee (or Arbitration, if applicable), which shall hear the case without delay.

Before the Joint Standing Committee or Arbitration convenes to hear the matter, or failing a majority decision of the Joint Standing Committee, the Guild may choose to refer the matter to the Commission, in which case the matter shall not go before the Joint Standing Committee or the Arbitration.

The Animation Section and its Schedules do not apply to the writing services of a person for whom Regular Employee status is recognized by the Guild, a Joint Standing Committee, an Arbitrator or the Commission.

The Regular Employee status so recognized for an individual shall remain as long as the conditions of his/her employment remain, even if such recognition was granted under a previous Animation Section. The Producer shall keep the Guild informed of any modification of the individual's employment in accordance with Article 1.

If a Producer fails to respect the timelines set forth in Article 1, the Guild may request that the Joint Standing Committee or Arbitrator fine the Producer from $20 to $200 for each day that the Producer is late. In assessing such penalties, the Joint Standing Committee or Arbitrator shall take into account the Producer's good or bad faith, any damages and disadvantages caused to the Guild, and the general conduct of both parties in this matter.

In witness whereof the parties have caused this Agreement to be executed this 19th day of November, 2006.